SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ABERCROMBIE & FITCH CO.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ABERCROMBIE & FITCH CO.
6301 FITCH PATH
NEW ALBANY, OHIO 43054
(614) 283-6500
April 17, 2003
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders to
be held at 10:00 a.m., local time in Columbus, Ohio, on Thursday, May 22, 2003,
at our executive offices located at 6301 Fitch Path, New Albany, Ohio 43054. I
hope that you will all be able to attend and participate in the Annual Meeting,
at which time we will have the opportunity to review the business and operations
of our company.
The formal Notice of Annual Meeting of Stockholders and Proxy Statement are
attached, and the matters to be acted upon by our stockholders are described in
the Notice of Annual Meeting of Stockholders. Our Investor Relations telephone
number is (614) 283-6500 should you require assistance in finding the location
of the Annual Meeting.
It is important that your shares be represented and voted at the Annual
Meeting. Accordingly, after reading the attached Proxy Statement, please sign,
date and return the enclosed form of proxy. Alternatively, you may vote
electronically through the Internet or by telephone in accordance with the
instructions on your form of proxy. Your vote is important regardless of the
number of shares you own.
Sincerely yours,
/s/ Michael S. Jeffries
Michael S. Jeffries
Chairman and Chief Executive Officer
ABERCROMBIE & FITCH CO.
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2003
April 17, 2003
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Abercrombie & Fitch Co. (the "Company") will be held at the executive offices of
the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday, May
22, 2003, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors to serve for terms of three years each.
2. To transact any other business which properly comes before the Annual
Meeting or any adjournment.
Only stockholders of record, as shown by the transfer books of the Company,
at the close of business on March 27, 2003, are entitled to receive notice of
and to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ Michael S. Jeffries
Michael S. Jeffries
Chairman and Chief Executive Officer
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING. ALTERNATIVELY, YOU MAY ENSURE YOUR SHARES ARE VOTED AT THE
ANNUAL MEETING BY SUBMITTING YOUR INSTRUCTIONS ELECTRONICALLY VIA THE INTERNET
OR TELEPHONICALLY. PLEASE SEE THE PROXY STATEMENT AND FORM OF PROXY FOR DETAILS
ABOUT ELECTRONIC VOTING. IF YOU LATER DECIDE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.
ABERCROMBIE & FITCH CO.
6301 FITCH PATH
NEW ALBANY, OHIO 43054
(614) 283-6500
PROXY STATEMENT
DATED APRIL 17, 2003
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2003
This Proxy Statement is being furnished to stockholders of Abercrombie &
Fitch Co. (the "Company") in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Stockholders
to be held on Thursday, May 22, 2003, or any adjournment. The Annual Meeting
will be held at 10:00 a.m., local time in Columbus, Ohio, at the Company's
executive offices located at 6301 Fitch Path, New Albany, Ohio 43054. This Proxy
Statement and the accompanying form of proxy were first sent or given to
stockholders on or about April 17, 2003.
A form of proxy for use at the Annual Meeting accompanies this Proxy
Statement and is solicited by the Board of Directors of the Company. You may
ensure your representation by completing, signing, dating and promptly returning
the enclosed form of proxy. A return envelope, which requires no postage if
mailed in the United States, has been provided for your use. Alternatively,
stockholders holding shares registered directly with the Company's transfer
agent, National City Bank, may appoint proxies to vote electronically via the
Internet or by using the toll-free telephone number stated on the form of proxy.
The deadline for transmitting voting instructions electronically via the
Internet or telephonically is 11:59 p.m., local time in Columbus, Ohio, on May
21, 2003. The Internet and telephone voting procedures are designed to
authenticate stockholders' identities, to allow stockholders to give their
voting instructions and to confirm that stockholders' instructions have been
properly recorded. Stockholders voting through the Internet should understand
that there may be costs associated with electronic access, such as usage charges
from Internet access providers and telephone companies, that will be borne by
such stockholders.
Stockholders holding shares in "street name" with a broker, financial
institution or other holder of record should review the information provided to
them by the holder of record. This information will describe the procedures to
be followed in instructing the holder of record how to vote the "street name"
shares and how to revoke previously given instructions.
You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by giving notice of revocation to the Company in writing, by
accessing the Internet site, by using the toll-free number stated on the form of
proxy or, if you are a registered stockholder, by attending the Annual Meeting
and giving notice of revocation in person. You may also change your vote by
choosing one of the following options: executing and returning to the Company a
later-dated proxy; submitting a later-dated vote through the Internet site;
using the toll-free telephone number stated on the form of proxy; or, if you are
a registered stockholder, voting at the Annual Meeting. Attendance at the Annual
Meeting will not, in itself, constitute revocation of your proxy.
The Company will bear the costs of preparing, assembling, printing and
mailing this Proxy Statement, the accompanying form of proxy and any other
related materials and all other costs incurred in connection with the
solicitation of proxies on behalf of the Board of Directors, other than the
Internet access and telephone usage charges mentioned above. Solicitation of
proxies may be made by associates of the Company via mail or by telephone,
mailgram, facsimile, telegraph, cable or personal contact. The Company has
retained Georgeson Shareholder Communications Inc., New York, New York, to aid
in the solicitation of proxies with respect to shares held by brokerage houses,
financial institutions, custodians, fiduciaries and other nominees for a fee of
approximately $5,500, plus expenses. The Company will reimburse its transfer
agent, financial institutions, brokers, and other custodians, nominees and
fiduciaries for their reasonable costs in sending proxy materials to
stockholders.
Our Annual Report to Stockholders for the fiscal year ended February 1,
2003 (the "2002 fiscal year") is being delivered with this Proxy Statement.
VOTING AT ANNUAL MEETING
The shares entitled to vote at the Annual Meeting consist of shares of the
Class A Common Stock, par value $.01 per share (the "Common Stock"), of the
Company, with each share entitling the holder of record to one vote. There are
no cumulative voting rights in the election of directors. At the close of
business on March 27, 2003, the record date for the Annual Meeting, there were
97,773,670 shares of Common Stock outstanding. A quorum for the Annual Meeting
is one-third of the outstanding shares of Common Stock.
The results of stockholder voting will be tabulated by the inspectors of
election appointed for the Annual Meeting. Shares of Common Stock represented by
properly executed proxies returned to the Company prior to the Annual Meeting or
represented by properly authenticated electronic votes recorded through the
Internet or by telephone will be counted toward the establishment of a quorum
for the Annual Meeting.
Those shares of Common Stock represented by properly executed proxies, or
properly authenticated votes recorded electronically through the Internet or by
telephone, that are received prior to the Annual Meeting and not revoked, will
be voted as directed by the stockholders. All valid proxies received prior to
the Annual Meeting which do not specify how shares of Common Stock should be
voted will be voted "FOR" the election as directors of the nominees listed below
under "ELECTION OF DIRECTORS".
Under the applicable rules of the New York Stock Exchange ("NYSE")
currently in effect, the election of directors is considered a "discretionary"
item upon which broker/dealers, who hold their clients' shares of Common Stock
in street name, may vote in their discretion on behalf of their clients if those
clients have not furnished voting instructions within the required time frame
before the Annual Meeting. Accordingly, there should be no "broker non-votes"
with respect to the matters submitted by the Company to stockholders at the
Annual Meeting.
2
PRINCIPAL HOLDERS OF SHARES
The following table furnishes information regarding the beneficial
ownership of shares of Common Stock by the only person known to the Company to
beneficially own more than 5% of the outstanding shares of Common Stock:
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
------------------- -------------------- --------------------
J. P. Morgan Chase & Co............................. 6,083,973(2) 6.2%
270 Park Avenue
New York, NY 10017 (2)
---------------
(1) The percent of class is based on 97,773,670 shares of Common Stock
outstanding on March 27, 2003.
(2) Based on information contained in a Schedule 13G amendment filed with the
Securities and Exchange Commission (the "SEC") on February 11, 2003, J. P.
Morgan Chase & Co., the parent holding company for JP Morgan Chase Bank, J.
P. Morgan Fleming Asset Management (USA) Inc., J. P. Morgan Investment
Management Inc., J. P. Morgan Trust Company, National Association and J. P.
Morgan Fleming Asset Management (UK) Limited, was the beneficial owner of
6,083,973 shares of Common Stock as of December 31, 2002. The Schedule 13G
amendment reports that J.P. Morgan Chase & Co. had sole power to vote or
direct the vote as to 4,539,331 shares of Common Stock, shared power to vote
or direct the vote as to 125 shares of Common Stock, sole power to dispose
or direct the disposition as to 5,666,276 shares of Common Stock and shared
power to dispose or direct the disposition as to 413,197 shares of Common
Stock.
ELECTION OF DIRECTORS
NOMINEES AND DIRECTORS
Two members of the Board of Directors of the Company will be elected at the
Annual Meeting. Directors elected at the Annual Meeting will hold office for a
three-year term expiring at the Annual Meeting of Stockholders in 2006 or until
their successors are elected and qualified. The nominees of the Board of
Directors are identified below. The individuals named as proxies in the form of
proxy solicited by the Board of Directors intend to vote the shares of Common
Stock represented by the proxies received under this solicitation for the Board
of Directors' nominees named below, unless otherwise instructed on the form of
proxy. If any nominee who would otherwise receive the required number of votes
becomes unable or unwilling to serve as a candidate for election as a director,
the individuals designated to vote the proxies reserve full discretion to vote
the shares of Common Stock represented by the proxies they hold for the election
of the remaining nominee and for the election of any substitute nominee
designated by the Board of Directors. The Board of Directors has no reason to
believe that either nominee of the Board will be unavailable or unable to serve
as a director if elected.
The two nominees receiving the greatest number of votes will be elected as
directors. Shares of Common Stock as to which the authority to vote is withheld
will not be counted toward the election of directors or toward the election of
the individual nominees specified on the form of proxy. Proxies may not be voted
for more than two nominees.
3
BUSINESS EXPERIENCE
Nominees of the Board of Directors for Election at the 2003 Annual Meeting
MICHAEL S. JEFFRIES Mr. Jeffries has been Chairman of the Company since May
1998 and has been Chief Executive Officer of the Company
since February 1992. From February 1992 until May 1998, Mr.
Jeffries held the title of President of the Company. Under
the terms of the amended and restated employment agreement,
dated as of January 30, 2003, between the Company and Mr.
Jeffries, the Company is obligated to cause Mr. Jeffries to
be nominated as a director during his employment term.
JOHN W. KESSLER Mr. Kessler has been the owner of John W. Kessler Company,
a real estate development company, since 1972; Chairman of
The New Albany Company, a real estate development company,
since 1988; and Chairman of Marsh & McLennan Real Estate
Advisors, Inc., a real estate consulting firm, since 1980.
Mr. Kessler also serves as a director of Bank One
Corporation.
Directors Whose Terms Continue until the 2004 Annual Meeting
JOHN A. GOLDEN Mr. Golden is President of John A. Golden Associates, Inc.,
a financial advisory and investment firm, and a retired
partner of The Goldman Sachs Group, L.P. Mr. Golden also
serves as the Chair of the Board of Trustees of Colgate
University.
SETH R. JOHNSON Mr. Johnson has been Executive Vice President -- Chief
Operating Officer of the Company since February 2000. Prior
thereto, he had been Vice President -- Chief Financial
Officer of the Company since 1992.
KATHRYN D. SULLIVAN, PH.D. Dr. Sullivan has been President and Chief Executive Officer
of COSI, one of the nation's leading hands-on science
centers located in Columbus, Ohio, since 1996. From 1992 to
1996, she held the post of Chief Scientist, National
Oceanic and Atmospheric Administration. From 1978 to 1992,
Dr. Sullivan was a NASA Mission Specialist Astronaut and a
veteran of three Shuttle missions, with over 500 hours in
space. Dr. Sullivan is a Captain in the U.S. Naval Reserve.
She also serves as a director of American Electric Power
Company, Inc.
Directors Whose Terms Continue until the 2005 Annual Meeting
RUSSELL M. GERTMENIAN Mr. Gertmenian has been a partner with Vorys, Sater,
Seymour and Pease LLP since 1979 and currently serves as
Vice -- Chair of the firm's Executive Committee. Vorys,
Sater, Seymour and Pease LLP rendered legal services to the
Company during the 2002 fiscal year and continues to do so.
Mr. Gertmenian also serves as a director of AirNet Systems,
Inc.
4
ARCHIE M. GRIFFIN Mr. Griffin has been Associate Director of Athletics at The
Ohio State University, Columbus, Ohio, since 1994. Prior
thereto, he served more than nine years in various
positions within the Athletic and Employment Services
Departments at The Ohio State University. Mr. Griffin also
serves as a director of Motorists Mutual Insurance Group, a
Trustee for Diamond Hill Funds and a member of the
governing committee for The Columbus Foundation.
SAM N. SHAHID, JR. Mr. Shahid has been President and Creative Director of
Shahid & Company, Inc., an advertising and design agency,
since 1993. Shahid & Company, Inc. has provided advertising
and design services for the Company since 1995. Fees paid
to Shahid & Company, Inc. by the Company for services
provided during the 2002 fiscal year were approximately
$1.9 million.
NOMINATION PROCEDURE
Stockholders wishing to nominate directors for election must provide timely
notice in writing. To be timely, a stockholder's notice must be delivered in
person or mailed by United States certified mail to the Secretary of the Company
and received not less than 120 days nor more than 150 days before the first
anniversary date of the Company's proxy statement in connection with the last
annual meeting of stockholders. Each stockholder nomination must contain the
following information: (a) the name and address of the nominating stockholder;
(b) the name, age, business address and, if known, residence address of the
nominee; (c) the principal occupation or employment of the nominee; (d) the
class and number of shares of the Company beneficially owned by the nominating
stockholder and the nominee; (e) a representation that the nominating
stockholder intends to appear at the meeting in person or by proxy to submit the
nomination; (f) any other information concerning the nominee that must be
disclosed of nominees in proxy solicitations under the SEC's rules; and (g) a
description of any arrangement or understanding between the nominating
stockholder and the nominee or any other person providing for the nomination.
Each nomination must be accompanied by the written consent of the proposed
nominee to be named in the proxy statement and to serve if elected. No person
may be elected as a director unless he or she has been nominated by a
stockholder in the manner just described or by the Company's Board of Directors
or a committee of the Board.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Company's Board of Directors held five meetings and took action in
writing without a meeting on five occasions during the 2002 fiscal year. All of
the incumbent directors attended 75% or more of the total number of meetings of
the Board and of committees of the Board of Directors on which they served held
during the period they served, other than Dr. Sullivan who attended 53%.
The Board of Directors has standing Compensation, Executive, Audit, and
Nominating and Board Governance Committees.
The Compensation Committee, which consists entirely of non-associate
directors, is charged with reviewing executive compensation and administering
the Company's Incentive Compensation Performance Plan, 1996 Stock Option and
Performance Incentive Plan (1998 Restatement) and 2002 Stock Option Plan for
Associates. The Compensation Committee reviews, considers and acts upon matters
concerning salary
5
and other compensation and benefits of all executive officers and certain other
associates of the Company. The members of the Compensation Committee are John W.
Kessler (Chair) and Archie M. Griffin. The Compensation Committee held seven
meetings and took action in writing without a meeting on five occasions during
the 2002 fiscal year. The Compensation Committee's report on executive
compensation for the 2002 fiscal year begins on page 17.
The Executive Committee may exercise, to the fullest extent permitted by
law and not delegated to another committee of the Board of Directors, all of the
powers and authority granted to the Board. The Executive Committee may also
declare dividends, authorize the issuance of stock and authorize the seal of the
Company to be affixed to papers that require it. The members of the Executive
Committee are Michael S. Jeffries (Chair), Russell M. Gertmenian and John A.
Golden. The Executive Committee took action in writing without a meeting on two
occasions during the 2002 fiscal year.
The Audit Committee consists entirely of non-associate directors, each of
whom qualifies as independent under NYSE's corporate governance standards as
currently in effect. The Audit Committee is organized and conducts its business
pursuant to a written charter adopted by the Board of Directors. The Audit
Committee is responsible for assisting the Board of Directors in fulfilling the
Board's responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of the Company.
Specifically, the Audit Committee, on behalf of the Board, monitors and
evaluates the Company's consolidated financial statements and the financial
reporting process, the systems of internal accounting and financial controls,
the independence, the objectivity and the performance of the independent
accountants, the performance of the accountants performing the internal audit
function, and the annual independent audit of the Company's consolidated
financial statements. The Audit Committee also provides an avenue for
communications among the directors, the independent accountants, the internal
auditors and the financial management of the Company. The Audit Committee makes
recommendations to the Board of Directors or management concerning auditing and
accounting matters and approves the annual engagement of the independent
auditors. The Audit Committee's report relating to the 2002 fiscal year begins
on page 22. As contemplated by the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated by the SEC thereunder, the Audit Committee will assume
direct responsibility for the appointment, compensation, retention and oversight
of the Company's independent auditors in accordance with the time table
established by the SEC. Effective May 6, 2003, the Audit Committee or a
designated member of the Audit Committee will approve all non-audit engagements
of the independent auditors. The members of the Audit Committee are John A.
Golden (Chair), Russell M. Gertmenian and Kathryn D. Sullivan, Ph.D. The Audit
Committee held 12 meetings during the 2002 fiscal year.
The Nominating and Board Governance Committee consists of John A. Golden,
Russell M. Gertmenian (Chair) and John W. Kessler. The Nominating and Board
Governance Committee makes recommendations to the Board of Directors regarding
the size and composition of the Board, establishes procedures for the nomination
process and recommends candidates for election to the Board of Directors. The
Nominating and Board Governance Committee also reviews and reports to the Board
of Directors on a periodic basis with regard to matters of board governance. The
Nominating and Board Governance Committee will consider nominees recommended by
stockholders for the 2004 Annual Meeting of Stockholders provided that the names
and other information regarding such nominees are submitted in writing within
the time period described above under "NOMINATION PROCEDURE." The Nominating and
Board Governance Committee met six times during the 2002 fiscal year.
The Board of Directors is in the process of reviewing the rules proposed by
NYSE relating to the Audit, Compensation and Nominating and Board Governance
Committees and intends to take appropriate
6
action to comply with the NYSE rules and the SEC's rules and regulations
implementing the Sarbanes-Oxley Act as those rules and regulations are finalized
and implemented. In addition, the Board of Directors is in the process of
developing, and intends to adopt a code of business conduct and ethics that
complies with the requirements for such a code of business conduct and ethics
under the proposed NYSE rules and constitutes a code of ethics applicable to the
Company's principal executive officer and senior financial officers in
accordance with the Sarbanes-Oxley Act and the SEC's rules and regulations
implementing that Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John W. Kessler serves as Chair of the Compensation Committee. His
son-in-law, Thomas D. Lennox, is employed by the Company as Director, Investor
Relations & Corporate Communications, a non-officer position. During the 2002
fiscal year, Mr. Lennox received salary and bonus totaling $141,025 and other
employment benefits, including option grants, consistent with those provided to
other associates of the Company holding comparable positions.
EXECUTIVE OFFICERS
In addition to Messrs. Jeffries and Johnson, Diane Chang, Wesley S.
McDonald and Leslee K. O'Neill also serve as executive officers of the Company.
Ms. Chang, age 47, has been Senior Vice President -- Sourcing of the Company
since February 2000. Prior thereto, she held the position of Vice President --
Sourcing of the Company from May 1998 to February 2000, and for six and one-half
years prior thereto, was Senior Vice President -- Manufacturing at J. Crew,
Inc., a clothing retailer. Mr. McDonald, age 40, has been Vice
President -- Chief Financial Officer of the Company since June 2000. Prior
thereto, he held a variety of positions in finance and distribution at Target
Corporation, a general merchandise retailer, from 1988 to May 2000. His last
position at Target Corporation was Director -- Information Systems Finance and
Administration. Ms. O'Neill, age 42, has been Senior Vice President -- Planning
& Allocation of the Company since February 2000. Prior thereto, she held the
position of Vice President -- Planning & Allocation of the Company from February
1994 to February 2000.
7
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table furnishes information regarding the beneficial
ownership of shares of Common Stock by each of the directors of the Company, by
each of the executive officers named in the Summary Compensation Table and by
all current executive officers and directors of the Company as a group, as well
as certain other information, as of March 27, 2003.
NUMBER OF
SHARES OF
DIRECTOR COMMON STOCK
NAME, POSITION WITH THE COMPANY CONTINUOUSLY TERM BENEFICIALLY PERCENT
AND/OR PRINCIPAL OCCUPATION, AGE SINCE EXPIRES OWNED(1) OF CLASS(2)
-------------------------------- ------------ ------- ------------ -----------
Diane Chang............................. * * 74,909(3) **
Senior Vice President -- Sourcing of
the Company, 47
Russell M. Gertmenian................... 1999 2005 40,000(3)(4) **
Director of the Company; Partner with
Vorys, Sater, Seymour and Pease LLP,
55
John A. Golden.......................... 1998 2004 104,554(3) **
Director of the Company; President of
John A. Golden Associates, Inc. and
Retired Partner of The Goldman Sachs
Group, L.P., 58
Archie M. Griffin....................... 2000 2005 10,000(3) **
Director of the Company; Associate
Director of Athletics at The Ohio
State University, 48
Michael S. Jeffries..................... 1996 2003 3,755,445(3)(5) 3.7%
Director and Chairman and Chief
Executive Officer of the Company, 58
Seth R. Johnson......................... 1998 2004 387,974(3) **
Director and Executive Vice
President -- Chief Operating Officer
of the Company, 49
John W. Kessler......................... 1998 2003 38,304(3) **
Director of the Company; Owner of John
W. Kessler Company; Chairman of The
New Albany Company; Chairman of Marsh
& McLennan Real Estate Advisors, Inc.,
67
Wesley S. McDonald...................... * * 3,465(3) **
Vice President -- Chief Financial
Officer of the Company, 40
Leslee K. O'Neill....................... * * 226,020(3) **
Senior Vice President -- Planning &
Allocation of the Company, 42
Sam N. Shahid, Jr. ..................... 1998 2005 47,525(3) **
Director of the Company; President and
Creative Director of Shahid & Company,
Inc., 61
8
NUMBER OF
SHARES OF
DIRECTOR COMMON STOCK
NAME, POSITION WITH THE COMPANY CONTINUOUSLY TERM BENEFICIALLY PERCENT
AND/OR PRINCIPAL OCCUPATION, AGE SINCE EXPIRES OWNED(1) OF CLASS(2)
-------------------------------- ------------ ------- ------------ -----------
Kathryn D. Sullivan, Ph.D............... 2000 2004 12,700(3) **
Director of the Company; President and
Chief Executive Officer of COSI, 51
All current executive officers and
directors
as a group (11 persons)............... * * 4,700,896(3) 4.6%
---------------
* Not applicable.
** Less than 1%.
(1) Unless otherwise indicated, each individual has voting and dispositive power
over the listed shares of Common Stock and such voting and dispositive power
is exercised solely by the named individual or shared with a spouse.
(2) The percent of class is based upon the sum of 97,773,670 shares of Common
Stock outstanding on March 27, 2003, and the number of shares of Common
Stock, if any, as to which the named individual has the right to acquire
beneficial ownership upon the exercise of options which are currently
exercisable or will become exercisable by May 26, 2003.
(3) Includes the following number of shares of Common Stock issuable upon the
exercise of outstanding options which are currently exercisable or will
become exercisable by May 26, 2003: Ms. Chang, 70,720; Mr. Gertmenian,
36,500; Mr. Golden, 44,500; Mr. Griffin, 10,000; Mr. Jeffries, 3,642,699;
Mr. Johnson, 331,080; Mr. Kessler, 34,500; Mr. McDonald, 3,017; Ms. O'Neill,
172,380; Mr. Shahid, 44,500; Dr. Sullivan, 12,500; and all current executive
officers and directors as a group, 4,402,396.
(4) Includes 600 shares of Common Stock held by adult son.
(5) Includes 800 shares of Common Stock held by adult son.
9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, for the last three fiscal years, the cash
compensation and other benefits paid or provided by the Company to each of the
named executive officers.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------------
AWARDS
---------------------------
ANNUAL COMPENSATION SHARES
---------------------------------------- RESTRICTED UNDERLYING
FISCAL OTHER ANNUAL STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION AWARDS ($)(2) GRANTED (#) COMPENSATION ($)
--------------------------- ------ ---------- ------------ ------------ ------------- ----------- ----------------
Michael S. Jeffries...... 2002 $1,184,615 $1,900,800 $464,543(3) $27,868,408(4) 2,096,950 $333,975(5)
Chairman and 2001 $ 997,115 $ 854,400 $161,951(6) $ 534,000 489 $255,003
Chief Executive Officer 2000 $ 968,270 $ 309,700 $ -- $ 288,217 191,809 $286,016
Seth R. Johnson.......... 2002 $ 738,462 $ 990,000 $ -- $ 356,136 305,717 $189,791(5)
Executive Vice 2001 $ 594,231 $ 427,200 $ -- $ 178,000 163 $140,124
President -- 2000 $ 505,770 $ 163,000 $ -- $ 96,072 221,092 $111,272
Chief Operating Officer
Diane Chang.............. 2002 $ 546,154 $ 363,000 $ -- $ 213,682 104,390 $108,729(5)
Senior Vice President -- 2001 $ 498,558 $ 178,000 $ -- $ 106,800 30,098 $ 86,790
Sourcing 2000 $ 482,596 $ 61,940 $ -- $ 57,643 39,581 $ 83,634
Leslee K. O'Neill........ 2002 $ 544,231 $ 435,600 $ -- $ 213,682 202,998 $114,419(5)
Senior Vice President -- 2001 $ 467,789 $ 202,920 $ -- $ 106,800 65 $ 90,796
Planning & Allocation 2000 $ 354,808 $ 68,460 $ -- $ 38,429 42,112 $ 71,852
Wesley S. McDonald....... 2002 $ 273,847 $ 145,200 $ -- $ 71,227 7,071 $ 48,546(5)
Vice President -- 2001 $ 259,423 $ 74,048 $ -- $ 35,600 5,000 $ 29,035
Chief Financial Officer 2000 $ 170,193 $ 15,450 $ -- $ -- 30,000 $ --
(7)
---------------
(1) Represents for each fiscal year, the aggregate of the performance-based
incentive compensation for the Spring and Fall selling seasons.
(2) Represents for each executive officer, the grants of restricted shares of
Common Stock for the specified fiscal year under the Company's 1996 Stock
Option and Performance Incentive Plan (1998 Restatement). The dollar amounts
reflected in this table are based on the fair market value (closing price)
of the Company's Common Stock on the date on which the grants were made.
On February 14, 2003, 39,600, 13,200, 7,920, 7,920 and 2,640 restricted
shares of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang,
Ms. O'Neill and Mr. McDonald, respectively, based on business performance
for the 2002 fiscal year. The per share fair market value of the Company's
Common Stock on the grant date was $26.98. These awards vested 10% on the
grant date and will vest 20%, 30% and 40% on the first, second and third
anniversaries of the grant date, respectively, subject, in each case, to the
holder's continued employment with the Company.
On February 4, 2002, 21,360, 7,120, 4,272, 4,272 and 1,424 restricted shares
of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang, Ms.
O'Neill and Mr. McDonald, respectively, based on business performance for
the 2001 fiscal year. The per share fair market value of the Company's
Common Stock on the grant date was $25.00. These awards vested 10% on the
grant date and 20% on the first anniversary of the grant date, and will vest
30% and 40% on the second and third anniversaries
10
of the grant date, respectively, subject, in each case, to the holder's
continued employment with the Company.
On February 5, 2001, 9,780, 3,260, 1,956 and 1,304 restricted shares of
Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang and Ms.
O'Neill, respectively, based on business performance for the 2000 fiscal
year. The per share fair market value of the Company's Common Stock on the
grant date was $29.47. These awards vested 10% on the grant date, 20% on the
first anniversary of the grant date and 30% on the second anniversary of the
grant date, and will vest 40% on the third anniversary of the grant date,
subject, in each case, to the holder's continued employment with the
Company.
As of February 1, 2003, the aggregate holdings of restricted shares of
Common Stock and the market value of such holdings for the named executive
officers were: Mr. Jeffries, 26,070 shares, $725,789; Mr. Johnson, 8,690
shares, $241,930; Ms. Chang, 25,214 shares, $701,958; Ms. O'Neill, 4,758
shares, $132,463; and Mr. McDonald, 1,282 shares, $35,691 (based on the
$27.84 per share fair market value of the Company's Common Stock as of
Friday, January 31, 2003). The holdings of Mr. Jeffries, Mr. Johnson, Ms.
Chang, Ms. O'Neill and Mr. McDonald do not include the 39,600, 13,200,
7,920, 7,920 and 2,640 restricted shares of Common Stock, respectively,
granted on February 14, 2003 as noted in the second paragraph of this
footnote since those restricted shares of Common Stock were granted after
the end of the 2002 fiscal year.
Dividends will not be paid or accrue and no voting rights will exist with
respect to the restricted shares of Common Stock until they vest.
(3) Represents personal use of the Company's airplane ($157,505), forgiveness of
interest related to the replacement promissory note dated January 1, 2002
issued to the Company ($255,469) and life insurance premiums paid for by the
Company ($51,569).
(4) Under the terms of his amended and restated employment agreement, dated as
of January 30, 2003, on that date, the Company granted a career share award
to Mr. Jeffries representing the right to receive 1,000,000 shares of Common
Stock. This award will vest on December 31, 2008 if Mr. Jeffries remains
employed with the Company. A pro rata portion of the award may vest earlier
upon Mr. Jeffries' death or permanent and total disability or termination of
his employment by the Company without cause or by Mr. Jeffries with good
reason and will vest in full upon a change of control of the Company. Mr.
Jeffries will not receive any of the shares of Common Stock subject to the
career share award until after the award has vested and the delivery date
specified in the amended and restated employment agreement occurred. See
"EMPLOYMENT AGREEMENTS AND OTHER TRANSACTIONS WITH CERTAIN EXECUTIVE
OFFICERS." On January 30, 2003, the per share fair market value of the
Company's Common Stock was $26.80. As of February 1, 2003, the market value
of the 1,000,000 shares of Common Stock subject to the career share award
was $27,840,000.
(5) Represents for each executive officer, the amount of employer matching and
supplemental contributions allocated to his or her account under certain of
the Company's qualified and non-qualified defined contribution plans during
the 2002 calendar year.
(6) Represents personal use of the Company's airplane ($110,571) and life
insurance premiums paid for by the Company ($51,380).
(7) Mr. McDonald became an executive officer of the Company on June 1, 2000.
11
LONG-TERM INCENTIVE PLAN AWARDS
Other than the restricted stock performance awards granted to the named
executive officers and the career share award granted to Mr. Jeffries as
disclosed in the Summary Compensation Table, no long-term incentive plan awards
were granted in respect of the 2002 fiscal year to the named executive officers.
OPTIONS
The following table summarizes information concerning options granted to
the named executive officers under the Company's 2002 Stock Option Plan for
Associates during the Company's 2002 fiscal year.
OPTION GRANTS IN 2002 FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF ANNUAL RATES OF STOCK
SHARES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM ($)(2)
OPTIONS ASSOCIATES PRICE EXPIRATION -------------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SHARE) DATE 5% 10%
---- -------------- -------------- --------- ---------- ----------- -----------
Michael S. Jeffries........... 96,950 2.74% $25.00 2/4/2012 $ 1,524,283 $ 3,862,833
2,000,000 56.68% $26.60 2/25/2012 $33,457,194 $84,787,099
Seth R. Johnson............... 5,717 0.16% $25.00 2/4/2012 $ 89,885 $ 227,786
300,000 8.49% $26.64 2/28/2012 $ 5,026,126 $12,737,190
Diane Chang................... 4,390 0.12% $25.00 2/4/2012 $ 69,021 $ 174,913
100,000 2.83% $26.64 2/28/2012 $ 1,675,375 $ 4,245,730
Leslee K. O'Neill............. 2,998 0.08% $25.00 2/4/2012 $ 47,136 $ 119,451
200,000 5.66% $26.64 2/28/2012 $ 3,350,751 $ 8,491,460
Wesley S. McDonald............ 71 * $25.00 2/4/2012 $ 1,116 $ 2,829
7,000 0.20% $26.60 2/25/2012 $ 117,100 $ 296,755
---------------
* Represents less than 0.01% of total options granted to associates in 2002
fiscal year.
(1) On February 4, 2002, options covering 96,950, 5,717, 4,390, 2,998 and 71
shares of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang,
Ms. O'Neill and Mr. McDonald, respectively. These options vest 25% on the
first through fourth anniversaries of the grant date, subject to continued
employment with the Company.
On February 25, 2002, options covering 2,000,000 and 7,000 shares of Common
Stock were granted to Mr. Jeffries and Mr. McDonald, respectively. These
options vest 25% on the first through fourth anniversaries of the grant
date, subject to continued employment with the Company.
On February 28, 2002, options covering 300,000, 100,000 and 200,000 shares
of Common Stock were granted to Mr. Johnson, Ms. Chang and Ms. O'Neill,
respectively. These options vest 25% on the first through fourth
anniversaries of the grant date, subject to continued employment with the
Company.
Each of these options becomes fully exercisable in the event of defined
changes of control of the Company. If an option holder's employment is
terminated by reason of total disability, these options may thereafter be
exercised in full for the first nine months that the option holder receives
benefits under the Company's long-term disability program, subject to their
stated term. If an option holder's employment is terminated by reason of
death, these options may thereafter be exercised in full for a period of one
year, subject to their stated term. If an option holder's employment is
terminated for any
12
other reason, any exercisable options held by the option holder at the date
of termination may be exercised for a period of 90 days, subject to their
stated term. At the discretion of the Compensation Committee, the options
may have a tax withholding feature which allows the option holder, in lieu
of paying cash to satisfy any tax withholding obligation, to have the
Company commensurably reduce the number of shares of Common Stock which the
option holder would otherwise receive upon exercise of the option.
(2) The dollar amounts reflected in this table are the result of calculations at
the 5% and 10% annual appreciation rates set by the SEC for illustrative
purposes, and assume the options are held until their expiration date. These
dollar amounts are not intended to forecast future financial performance or
possible future appreciation in the price of the Company's shares of Common
Stock. Stockholders are, therefore, cautioned against drawing any
conclusions from the appreciation data shown, aside from the fact that
option holders will only realize value from the option grants shown if the
price of the Company's Common Stock appreciates.
The following table summarizes information concerning options exercised
during the Company's 2002 fiscal year by each of the named executive officers
and the number and value of shares of Common Stock subject to unexercised
options held as of the end of the 2002 fiscal year by those individuals.
AGGREGATED OPTION EXERCISES IN 2002 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR-END (#) FISCAL YEAR-END ($)
ON VALUE ----------------------------------- -----------------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE (2) UNEXERCISABLE (2) EXERCISABLE (2) UNEXERCISABLE (2)
---- ------------ --------------- --------------- ----------------- --------------- -----------------
Michael S. Jeffries.. -- $ 0 3,157,090 7,862,588 $37,394,576 $16,045,172
Seth R. Johnson...... -- $ 0 244,610 800,104 $ 2,139,325 $ 4,414,685
Diane Chang.......... 8,749 $142,346 28,348 217,572 $ 150,433 $ 776,871
Leslee K. O'Neill.... -- $ 0 115,405 481,952 $ 450,445 $ 1,554,310
Wesley S. McDonald... -- $ 0 7,500 34,571 $ 143,644 $ 439,813
---------------
(1) Calculated on the basis of the number of shares of Common Stock as to which
options were exercised, multiplied by the excess of the fair market value of
a share of Common Stock on the exercise date over the exercise price of each
option exercised.
(2) "Value of Unexercised In-the-Money Options at Fiscal Year-End" is calculated
on the basis of the number of shares of Common Stock subject to each option,
multiplied by the excess of the fair market value of a share of Common Stock
on the last trading day prior to fiscal year-end ($27.84), over the exercise
price of the option.
COMPENSATION OF DIRECTORS
During the 2002 fiscal year, directors who are not associates of the
Company ("non-associate directors") received quarterly retainers of $6,250
(increased by $750 for each committee chair held), plus a fee of $1,000 for each
meeting of the Board of Directors attended ($400 for a telephonic meeting) and,
as committee members, received $600 for each committee meeting attended ($200
for a telephonic meeting). Non-associate directors are also reimbursed for their
expenses for attending meetings of the Board of
13
Directors or of Board committees. Each action in writing taken by the Board of
Directors or any Board committee entitled and will entitle each non-associate
director to be paid $200. Associates and officers who are directors receive no
additional compensation for services rendered as directors. During the calendar
year ended December 31, 2002, in accordance with the terms of the 1996 Stock
Plan for Non-Associate Directors (1998 Restatement) (the "Non-Associate
Directors Plan"), each non-associate director received 50% of his or her
quarterly retainers in the form of shares of Common Stock and could elect to
receive more than 50% of his or her quarterly retainers as well as other cash
compensation payable for services rendered as a director of the Company
(exclusive of expenses for attendance at meetings of the Board of Directors or
of Board committees) in the form of shares of Common Stock. In respect of
calendar years beginning on or after January 1, 2003, non-associate directors
will receive their quarterly retainers and other cash compensation in the form
of shares of Common Stock only through participation in the Directors' Deferred
Compensation Plan described below.
Effective October 1, 1998, the Company established the Directors' Deferred
Compensation Plan. Voluntary participation in the Directors' Deferred
Compensation Plan enables a non-associate director of the Company to defer all
or a part of his or her quarterly retainers (whether to be paid in the form of
cash or shares of Common Stock) and meeting fees, including federal income tax
thereon. The deferred compensation is credited to a stock account where it is
converted into a share equivalent. Distribution of the deferred amount is made
in the form of a single lump sum transfer under the Non-Associate Directors Plan
of the whole shares of Common Stock represented by the share equivalent in the
non-associate directors' stock account (plus cash representing the value of
fractional shares) commencing within 30 days of the earlier of (a) the date
specified by a director at the time a deferral election is made or (b) the date
the director ceases to serve on the Board of Directors. For any calendar year
beginning on or after January 1, 2003, any portion of a non-associate director's
quarterly retainers and/or meeting fees which is not deferred, through
participation in the Directors' Deferred Compensation Plan, will be paid to the
non-associate director in cash.
Under the Non-Associate Directors Plan, each non-associate director first
elected prior to July 16, 1998 was granted, on July 16, 1998, an option to
purchase 10,000 shares of Common Stock. Each non-associate director first
elected on or after July 16, 1998 and prior to October 26, 2000, was granted, on
the date first elected, an option to purchase 10,000 shares of Common Stock. Any
non-associate director first elected on or after October 26, 2000 will be
granted, on the date first elected, an option to purchase 20,000 shares of
Common Stock. On the first business day of each fiscal year, beginning after
July 16, 1998 and prior to October 26, 2000, each non-associate director then
serving was granted an option to purchase 2,000 shares of Common Stock. On the
first business day of each fiscal year beginning after October 26, 2000, each
non-associate director then serving was and will be granted an option to
purchase 4,000 shares of Common Stock. On November 15, 2001, each non-associate
director who had served as such for at least three years was granted an option
to purchase 20,000 shares of Common Stock. After November 15, 2001, each
non-associate director then serving will be granted an option to purchase 20,000
shares of Common Stock on (a) the first business day immediately following the
third anniversary of his or her first election or appointment to the Board of
Directors and (b) the first business day immediately following each subsequent
anniversary of his or her first election or appointment which is a multiple of
three.
The exercise price of each option has been and will be equal to the fair
market value of the shares of Common Stock on the grant date. Each option
granted prior to November 1, 2001 vested and will vest as to 25% of the shares
of Common Stock subject thereto on the first through fourth anniversaries of the
grant date, subject to continued service as a director. Each option granted on
or after November 1, 2001 vested
14
and will vest as to 25% of the shares of Common Stock subject thereto on the
grant date and the first through third anniversaries thereof, subject to
continued service as a director. The options become fully exercisable in the
event of defined changes of control of the Company or upon the death or total
disability of a director. The options remain exercisable until the earlier to
occur of (a) the tenth anniversary of the grant date, (b) the first anniversary
of the date the non-associate director ceases to be a member of the Board of
Directors other than by reason of total disability; or (c) nine months after the
non-associate director has been determined to be totally disabled.
EMPLOYMENT AGREEMENTS AND OTHER TRANSACTIONS WITH CERTAIN EXECUTIVE OFFICERS
In May 1997, the Company entered into an employment agreement with Michael
S. Jeffries under which Mr. Jeffries has served as Chairman and Chief Executive
Officer. On January 30, 2003, the Company amended and restated Mr. Jeffries'
employment agreement, with the objective of securing the continued services and
employment of Mr. Jeffries through December 31, 2008. Under Mr. Jeffries'
agreement, the Company is obligated to cause Mr. Jeffries to be nominated as a
director.
Mr. Jeffries' agreement provides for a base salary of $1,000,000 per year
or such larger amount as the Compensation Committee may from time to time
determine (his base salary for the 2002 fiscal year was $1,200,000). Mr.
Jeffries' agreement also provides for incentive compensation performance plan
participation as determined by the Compensation Committee. Mr. Jeffries' annual
target bonus opportunity is to be at least 120% of his base salary upon
attainment of target, subject to a maximum bonus opportunity of 240% of base
salary (his target bonus opportunity was 120% of his base salary for the 2002
fiscal year). Mr. Jeffries' agreement provides for a career share award
representing the right to receive 1,000,000 shares of Common Stock. The career
share award vests on December 31, 2008 if Mr. Jeffries remains employed with the
Company and will vest in full upon a "change of control" of the Company (as
defined in the agreement). In exchange for the career share award grant, Mr.
Jeffries will forego participation, in respect of fiscal years after the 2002
fiscal year, in the Company's program under which executive officers are
eligible to receive annual grants of restricted shares of Common Stock. Mr.
Jeffries' agreement also provides for a stay bonus of $12 million provided Mr.
Jeffries is employed by the Company through December 31, 2008 and for term life
insurance coverage in the amount of $10 million.
Under Mr. Jeffries' agreement, if he is terminated by the Company other
than for "cause" (as defined in the agreement) or he leaves for "good reason"
(as defined in the agreement) prior to a change of control of the Company, he
will receive any compensation earned but not yet paid and continue to receive
his then current base salary and medical, dental and other employee welfare
benefits for two years after the termination date. Additionally, the career
share award would become vested based on completed years of service and the
Company would pay a $12 million stay bonus and continue to pay the premium on
Mr. Jeffries' term life insurance policy until December 31, 2008. If Mr.
Jeffries' employment is terminated by the Company other than for cause or he
leaves for good reason within two years after a change of control, he will
receive any compensation earned but not yet paid and a lump sum payment equal to
two times his then current base salary. Additionally, he would continue to
receive medical, dental and other employee welfare benefits for two years after
the termination date, the career share award would become vested in full and the
Company would pay a $12 million stay bonus and continue to pay the premium on
Mr. Jeffries' term life insurance through December 31, 2008. If Mr. Jeffries'
employment is terminated by the Company for cause, by Mr. Jeffries other than
for good reason or by reason of Mr. Jeffries' retirement, the Company will pay
him any compensation earned but not yet paid and the career share award will
immediately be forfeited. If Mr. Jeffries voluntarily terminates his employment
following a change of
15
control of the Company, he would be paid a stay bonus in an amount equal to (a)
$12 million if the termination date is on or after January 1, 2007 or (b) the
product of $3 million and the number of completed years of service since January
30, 2003 if the termination date is on or before December 31, 2006. If Mr.
Jeffries' employment is terminated due to his death, the Company will pay his
estate or beneficiaries, as appropriate, any compensation earned but not yet
paid and a $12 million stay bonus and the career share award would become vested
based on completed years of service. If Mr. Jeffries' employment is terminated
due to his permanent and total disability, the Company will pay him any
compensation earned but not yet paid, disability benefits in addition to those
available under the Company's disability plans and a $12 million stay bonus. The
Company would also continue to pay the premium on Mr. Jeffries' term life
insurance through December 31, 2008 and the career share award would become
vested based on completed years of service. Under the agreement, Mr. Jeffries
agrees not to compete with the Company or solicit its employees, customers or
suppliers during the employment term and for one year thereafter. If a court
finds that Mr. Jeffries has materially breached this covenant, the career share
award will be forfeited unless a change of control has occurred or Mr. Jeffries'
employment has been terminated by the Company without cause or by Mr. Jeffries
with good reason. If any "parachute" excise tax is imposed on Mr. Jeffries, he
will be entitled to tax reimbursement payments.
In conjunction with Mr. Jeffries' amended and restated employment
agreement, the Company established the Abercrombie & Fitch Co. Supplemental
Executive Retirement Plan (the "SERP"). Subject to the conditions described in
the SERP, if Mr. Jeffries retires on or after December 31, 2008, he will receive
a monthly benefit for life equal to 50% of his final average compensation (as
defined in the SERP). If Mr. Jeffries retires after age 62 but before December
31, 2008, he will receive a prorated monthly benefit for life based on his
attained age. Mr. Jeffries will receive no benefits under the SERP if he
terminates employment for any reason before reaching age 62; dies while actively
employed, regardless of his age; or is terminated for cause, regardless of his
age.
On January 1, 2002, the Company loaned the amount of $4,953,833 to Mr.
Jeffries pursuant to the terms of a replacement promissory note which provided
that such amount was due and payable on December 31, 2002. The outstanding
principal under the note did not bear interest as the net sales threshold under
the terms of the note was met. The note was paid in full by Mr. Jeffries on
December 31, 2002. The January 1, 2002 note constituted a replacement of, and
substitute for, promissory notes dated from November 17, 1999 through May 18,
2001.
Seth R. Johnson, Executive Vice President -- Chief Operating Officer, is
party to an employment agreement with the Company, dated as of December 5, 1997.
The initial term of Mr. Johnson's agreement is six years, with automatic
one-year extensions thereafter unless either party gives written notice to the
contrary. Mr. Johnson's agreement provides for a base salary of $265,000 per
year or such larger amount as the Compensation Committee may from time to time
determine (his base salary for the 2002 fiscal year was $750,000). Mr. Johnson's
agreement also provides for incentive compensation performance plan
participation as determined by the Compensation Committee. Upon the failure of
the Company to extend the initial term of Mr. Johnson's agreement or the
termination of his employment either by the Company other than for "cause" (as
defined in his agreement) or by Mr. Johnson for "good reason" (as defined in his
agreement), Mr. Johnson will receive any compensation earned but not yet paid
under his employment agreement and continue to receive his then current base
salary and medical and dental benefits for one year after the termination date.
If Mr. Johnson's employment is terminated by the Company for cause, by Mr.
Johnson other than for good reason, or by reason of his death, or if he gives
written notice not to extend the term of the agreement, the Company will pay Mr.
Johnson any compensation earned but not yet paid
16
under his employment agreement. Under his agreement, Mr. Johnson agrees not to
compete with the Company or solicit its employees, customers or suppliers during
the employment term and for one year thereafter. His agreement provides for
disability benefits in addition to the benefits available under the Company's
disability plans. In the event any "parachute" excise tax is imposed on Mr.
Johnson, he will be entitled to tax reimbursement payments.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors reviews and
approves the Company's executive compensation philosophy and policies and the
application of those policies to the compensation of executive officers. The
Company and the Compensation Committee have also retained independent
compensation consultants to assist in developing, and periodically assessing the
reasonableness of, the Company's executive officer compensation program.
COMPENSATION PHILOSOPHY
The Company seeks to apply a consistent philosophy to compensation for all
leadership associates, including senior executives. The primary goal of the
compensation program is to link total executive compensation to performance that
enhances stockholder value. Accordingly, total compensation for leadership
individuals is structured to provide a lower proportion as fixed compensation
and a much higher variable proportion keyed to business and stock performance.
The Company's philosophy is built on the following basic principles:
To Pay for Outstanding Performance
The Company believes in paying for results. Individuals in leadership roles
are compensated based on a combination of total company, and individual
performance factors. Total company performance is evaluated primarily based on
the degree to which financial targets are met. Individual performance is
evaluated based on several factors, including continuing to build the Company's
brands, attainment of specific merchandise and financial objectives, building
and developing a strong leadership team, developing an infrastructure to support
future business growth, and controlling expenses. In addition, a significant
portion of total compensation is in the form of equity-based award opportunities
to directly tie any increased compensation to increased stockholder value.
To Pay Competitively
The Company is committed to providing a total compensation program designed
to attract the best senior leaders to the business and retain the best,
consistently highest performers. To achieve this goal, the Company sets
guidelines based on what it believes to be competitive with the compensation
paid by other companies that compete with the Company for executive officers and
other key employees having the experience and abilities that are necessary to
manage the Company's business.
PRINCIPAL COMPENSATION ELEMENTS
The principal elements of executive compensation at the Company are base
salary, short-term performance-based cash incentive compensation and
equity-based incentive plans. Decisions for each compensation element of the
Company's executive officers generally are made by the Compensation
17
Committee although compensation levels for executive officers other than the
Chief Executive Officer are recommended to the Compensation Committee by the
Chief Executive Officer, who has substantially greater knowledge of the
contributions made by the other executive officers. Subject to the needs of the
Company, its policy is to attempt to design all cash incentive and equity-based
compensation plans to meet the requirements for deductibility under the Internal
Revenue Code of 1986, as amended (the "Code").
Base Salary
The Compensation Committee annually reviews and approves the base salary of
each executive officer and the Chief Executive Officer. In determining salary
adjustments, the Compensation Committee considers the size and responsibility of
the individual's position, the Company's overall performance, the individual's
overall performance and future potential, and the base salaries paid by
competitors to employees in comparable positions. This comparative data may not
include the compensation paid by all of the companies that are included in the
Standard & Poor's Apparel Retail Composite Index which is used for comparative
purposes in the STOCKHOLDER RETURN GRAPH. Individual performance is measured
against the following factors: seasonal and annual business goals; business
growth and profitability; and the recruitment and development of future
leadership talent. These factors are considered subjectively in the aggregate,
and none of these factors is accorded a formula weight.
Performance-Based Cash Incentive Compensation
The Company has employed a short-term performance-based cash incentive
compensation plan for specified key leadership positions that provides for
incentive payments for each six-month operating season, based on the extent to
which pre-established objective goals are attained.
The goals under this plan have been based on net income. However, goals
also may be based on other objectives and/or criteria, depending on the
Company's business strategy. These goals are set at the beginning of each
six-month operating season, and are based on an analysis of historical
performance and growth expectations for the Company and progress toward
achieving the Company's strategic plan.
Target cash incentive compensation opportunities are established annually
for eligible executives stated as a specified percentage of base salary. The
amount of performance-based incentive compensation earned by participating
executives can range from zero to double their incentive target, based upon the
extent to which the pre-established financial goals are met or exceeded.
Equity-Based Incentive Programs
The Compensation Committee believes that continued emphasis on equity-based
compensation opportunities encourages performance that enhances stockholder
value, thereby further linking leadership and stockholder objectives. In 2002,
the Compensation Committee awarded equity-based incentive compensation under two
programs: an option program and a restricted share program under which
restricted shares of Common Stock are granted and earned based on seasonal and
annual financial performance. The Compensation Committee believes that
restricted share awards, which are earned based on financial performance and the
ultimate vesting of which is subject to continued employment, assist the Company
in retaining key high performing executives.
Award opportunities for each eligible participant are based on guidelines
which include the individual's responsibility level, competitive practices and
the market price of the Company's Common Stock. In
18
determining the award for an executive officer, the Compensation Committee
evaluated competitive practices and the executive officer's performance and
criticality to the business.
Options
During the 2002 fiscal year, options were granted to the named executive
officers in the amounts shown in the OPTION GRANTS IN 2002 FISCAL YEAR table.
The option program utilizes vesting periods to encourage retention of key
executive officers. The options granted to the individuals named in the table
vest over varying periods ranging from four to five years beginning on the grant
date, subject to continued employment with the Company. The exercise price for
each option granted is equal to the fair market value of the underlying Common
Stock on the grant date.
Performance-Based Restricted Shares
During the 2002 fiscal year, the Compensation Committee continued a program
under which executives, including the executive officers named in the Summary
Compensation Table, are eligible to receive restricted shares of Common Stock
based on the achievement of pre-established financial goals. Executive officers
can earn from zero to double their targeted number of restricted shares of
Common Stock based upon the extent to which financial goals are met or exceeded.
If earned, these restricted shares of Common Stock vest over four years, subject
to continued employment.
CEO COMPENSATION
Mr. Jeffries and the Company entered into an employment agreement in 1997
which the Company amended and restated on January 30, 2003 extending the term
through December 31, 2008. Under the amended and restated agreement, Mr.
Jeffries receives a minimum base salary of $1,000,000 per year plus certain
other benefits. The amended and restated employment agreement also entitles Mr.
Jeffries to participate in the performance-based cash incentive compensation
plan at a level of at least 120% of base salary upon attainment of the goals.
The Compensation Committee can increase Mr. Jeffries' base salary and
performance-based cash incentive target above the levels established by the
amended and restated employment agreement to reflect the Company's performance.
In 2002, as in prior years, in reviewing Mr. Jeffries' compensation
package, the Compensation Committee considered competitive practices, the extent
to which the Company achieved net income and earnings growth objectives and the
continued brand growth strategy and execution. These factors were considered
subjectively in the aggregate and none of these factors was accorded specific
weight.
As a result, Mr. Jeffries' base salary for the 2002 fiscal year was
increased 20% from $1,000,000 to $1,200,000, and his performance-based cash
incentive target remained at 120%. Mr. Jeffries received option grants covering
2,096,950 shares of Common Stock that vests ratably over four years beginning on
the first anniversary of the grant date, subject to his continued employment
with the Company. Mr. Jeffries was also granted 39,600 restricted shares of
Common Stock based on the Company's financial performance for the 2002 fiscal
year. These restricted shares of the Common Stock vested 10% on the grant date,
and will vest 20%, 30% and 40% on the first through third anniversaries of the
grant date, subject to Mr. Jeffries' continued employment with the Company.
19
The Compensation Committee believes that under Mr. Jeffries' leadership,
the Company's performance over the past ten years has been exceptional.
Specifically, in 2002, despite a difficult sales environment, the Company posted
a net sales increase of 17%, a net income increase of 16%, and an earnings per
share increase of 18% over the prior year.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS:
John W. Kessler, Chair Archie M. Griffin
20
STOCKHOLDER RETURN GRAPH
The following graph shows the changes, over the five-year period ended
January 31, 2003 (the last trading day during the Company's 2002 fiscal year),
in the value of $100 invested in shares of Common Stock of the Company, the
Standard & Poor's MidCap 400 Composite Stock Price Index (the "S&P MidCap 400
Index") and the Standard & Poor's Apparel Retail Composite Index (the "S&P
Apparel Retail Index"). The plotted points represent the closing price on the
last trading day of the fiscal year indicated.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG ABERCROMBIE & FITCH CO.,
THE S&P MIDCAP 400 INDEX AND
THE S&P APPAREL RETAIL INDEX
[GRAPH]
ABERCROMBIE & FITCH CO. S&P MIDCAP 400 S&P APPAREL RETAIL
----------------------- -------------- ------------------
1/31/98 $ 100.00 $ 100.00 $ 100.00
1/30/99 247.00 117.00 207.00
1/29/00 143.00 135.00 197.00
2/3/01 192.00 167.00 184.00
2/2/02 170.00 162.00 130.00
2/1/03 179.00 135.00 115.00
*$100 INVESTED ON 1/31/98 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVIDENDS.
21
AUDIT COMMITTEE MATTERS
In compliance with the requirements of NYSE's corporate governance
standards, the Board of Directors adopted the charter of the Audit Committee
dated as of March 19, 2002, which sets forth the requirements for the
composition of the Audit Committee, the qualifications of its members, the
frequency of meetings (including the need for meetings in executive session) and
the responsibilities of the Audit Committee.
In addition, in accordance with the SEC's regulations, the Audit Committee
has issued the following report:
REPORT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2003
The Audit Committee consists of three directors and operates under the
charter adopted by the Board of Directors of the Company. In accordance with
that charter, the Audit Committee assists the Board of Directors in fulfilling
the Board's responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of the Company. Each
member of the Audit Committee qualifies as independent for purposes of NYSE's
corporate governance standards as currently in effect.
Management has the responsibility for the preparation of the Company's
consolidated financial statements and for the financial reporting process,
including the systems of internal accounting and financial controls. The
independent accountants PricewaterhouseCoopers LLP ("PwC") are responsible for
performing an audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and for issuing their
report on those consolidated financial statements based on their audit. On
behalf of the Company's Board of Directors, the Audit Committee monitors and
evaluates the Company's consolidated financial statements and the financial
reporting process, the systems of internal accounting and financial controls,
the independence, the objectivity and the performance of the independent
accountants, and the performance of the accountants performing the internal
audit function.
Management and PwC have represented to the Audit Committee that the
Company's audited consolidated financial statements as of and for the fiscal
year ended February 1, 2003, were prepared in accordance with generally accepted
accounting principles, and the Audit Committee has reviewed and discussed the
audited consolidated financial statements with the Company's management and PwC.
The Audit Committee has reviewed and discussed with management, PwC, the
Company's principal independent accountants, and Deloitte & Touche LLP, the
accountants which perform the internal audit function for the Company, the
quality, adequacy and effectiveness of the Company's internal accounting and
financial controls. In addition, the Audit Committee has reviewed and discussed
with PwC all matters required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, and, with and without
management present, reviewed and discussed the results of PwC's examination of
the Company's consolidated financial statements. The Audit Committee has also
discussed, with and without management present, the results of any internal
audit findings with Deloitte & Touche LLP.
The Audit Committee has received from PwC the written disclosures and a
letter describing all relationships between PwC and the Company that might bear
on PwC's independence consistent with Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, as amended. The Audit
Committee has discussed with PwC any relationships with or services to the
Company
22
or its subsidiaries that may impact the objectivity and independence of PwC and
satisfied itself as to PwC's independence.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors (and the Board approved) that the
Company's audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended February 1, 2003 to be
filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS:
John A. Golden, Chair Russell M. Gertmenian Kathryn D. Sullivan, Ph.D.
FEES OF PRINCIPAL INDEPENDENT ACCOUNTANTS
Audit Fees
The aggregate fees billed for professional services rendered by PwC for the
audit of the Company's annual consolidated financial statements for the 2002
fiscal year and the reviews of the consolidated financial statements included in
the Company's Quarterly Reports on Form 10-Q for the 2002 fiscal year
(collectively, the "Audit Services") were $261,050.
Financial Information Systems Design and Implementation Fees
PwC rendered no professional services to the Company or its subsidiaries
during the 2002 fiscal year in connection with the design and implementation of
financial information systems.
All Other Fees
The aggregate fees billed for services rendered by PwC, other than Audit
Services, for the 2002 fiscal year were $50,750. These fees were primarily for
country of origin -- factory site verification. All non-audit services were
reviewed with the Audit Committee, which concluded that the provision of such
services by PwC was compatible with the maintenance of that firm's independence
in the conduct of its auditing functions.
PRINCIPAL INDEPENDENT ACCOUNTANTS
As noted above, PwC served as the Company's principal independent
accountants during the 2002 fiscal year and in that capacity rendered a report
on the Company's consolidated financial statements as of and for the fiscal year
ended February 1, 2003. The Audit Committee will make its selection of the
Company's principal independent accountants for the 2003 fiscal year later in
the year.
Representatives of PwC are expected to be present at the Annual Meeting.
They will be available to respond to appropriate questions and may make a
statement if they so desire.
STOCKHOLDER PROPOSALS
Stockholders of the Company seeking to bring business before the 2004
Annual Meeting of Stockholders, or to nominate candidates for election as
directors at that Annual Meeting, must provide timely notice thereof in writing.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Company no later than December 18,
2003. The
23
Company's Amended and Restated Bylaws specify certain requirements for a
stockholder's notice to be in proper written form. In addition, a stockholder
who seeks to have any proposal included in the Company's Proxy Statement related
to the 2004 Annual Meeting must comply with the requirements of Regulation 14A
under the Securities Exchange Act of 1934, as amended, including Rule 14a-8
thereof. Proposals by stockholders intended to be presented at the 2004 Annual
Meeting should be mailed to Abercrombie & Fitch Co., 6301 Fitch Path, New
Albany, Ohio 43054, Attention: Secretary.
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
Only one copy of the Company's Proxy Statement for the 2003 Annual Meeting
of Stockholders and one copy of the Annual Report to Stockholders for the 2002
fiscal year are being delivered to multiple stockholders who share an address
unless the Company has received contrary instructions from one or more of the
stockholders. A separate proxy card and a separate notice of the meeting of
stockholders is being included for each account at the shared address.
Registered stockholders who share an address and would like to receive a
separate annual report to stockholders and/or a separate proxy statement for the
2003 Annual Meeting or in the future, or have questions regarding the
householding process, may contact the Company's transfer agent National City
Bank, by calling 1-800-622-6757, or by forwarding a written request addressed to
National City Bank, Locator 5352, Corporate Trust Operations, P.O. Box 92301,
Cleveland, Ohio 44193-0900. Promptly upon request, additional copies of the
Annual Report to Stockholders for the 2002 fiscal year and/or a separate Proxy
Statement for the 2003 Annual Meeting will be sent. By contacting National City
Bank, registered stockholders sharing an address can also request delivery of a
single copy of annual reports to stockholders or proxy statements in the future
if registered stockholders at the shared address are receiving multiple copies.
Many brokerage firms and other holders of record have also instituted
householding. If your family has one or more "street name" accounts under which
you beneficially own shares of Common Stock, you may have received householding
information from your broker, financial institution or other nominee in the
past. Please contact the holder of record directly if you have questions,
require additional copies of the Proxy Statement or our Annual Report to
Stockholders for the 2002 fiscal year or wish to revoke your decision to
household and thereby receive multiple copies. You should also contact the
holder of record if you wish to institute householding. These options are
available to you at any time.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matter that will be presented for action by the stockholders at the Annual
Meeting other than those discussed in this Proxy Statement. If any other matter
requiring a vote of the stockholders properly comes before the Annual Meeting,
the individuals acting under the proxies solicited by the Board of Directors
will vote and act according to their best judgments in light of the conditions
then prevailing.
By Order of the Board of Directors,
/s/ Michael S. Jeffries
Michael S. Jeffries
Chairman and Chief Executive Officer
24
---------------------------------------
VOTE BY TELEPHONE
---------------------------------------
Have your proxy card available when you
call the TOLL-FREE NUMBER 1-800-542-1160
using a Touch-Tone phone. You will be
prompted to enter your control number
and then can follow the simple prompts
that will be presented to you to record
your vote.
---------------------------------------
VOTE BY INTERNET
---------------------------------------
Have your proxy card available when you
access the website
HTTP://WWW.VOTEFAST.COM. You will be
prompted to enter your control number
and then you can follow the simple
prompts that will be presented to you to
record your vote.
---------------------------------------
VOTE BY MAIL
---------------------------------------
Please mark, sign and date your proxy
card and return it in the POSTAGE-PAID
ENVELOPE provided or return it to: Stock
Transfer Dept. (AF), National City Bank,
P.O. Box 94509, Cleveland, OH
44101-4500.
---------------------- ----------------------- -----------------------
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSITE and Return your proxy card
Touch-Tone phone: cast your vote: in the POSTAGE-PAID
1-800-542-1160 HTTP://WWW.VOTEFAST.COM envelope provided
---------------------- ----------------------- -----------------------
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
YOU CAN TRANSMIT YOUR VOTING INSTRUCTIONS ELECTRONICALLY BY PHONE OR VIA THE
INTERNET PRIOR TO 11:59 P.M., EASTERN DAYLIGHT TIME (LOCAL TIME
IN COLUMBUS, OHIO), ON MAY 21, 2003.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT SEND YOUR PROXY BY MAIL.
YOUR CONTROL NUMBER IS:
PROXY MUST BE SIGNED AND DATED BELOW.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
-------------------------------------------------------------------------------
ABERCROMBIE & FITCH CO. PROXY VOTING INSTRUCTION CARD
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 2003.
The undersigned holder(s) of shares of Class A Common Stock of Abercrombie &
Fitch Co. (the "Company") hereby constitutes and appoints Michael S. Jeffries
and Seth R. Johnson, or either of them, the proxy or proxies of the undersigned,
with full power of substitution, to attend the Annual Meeting of Stockholders of
the Company to be held on Thursday, May 22, 2003, at the Company's executive
offices located at 6301 Fitch Path, New Albany, Ohio 43054, at 10:00 a.m.,
Eastern Daylight Time, and any adjournment and to vote all of the shares which
the undersigned is entitled to vote at such Annual Meeting or at any
adjournment.
All proxies previously given or executed by the undersigned are hereby revoked.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement for the May 22, 2003 meeting and
Annual Report to Stockholders for the fiscal year ended February 2, 2003.
---------------------------------------
Signature
---------------------------------------
Signature
Date: , 2003
---------------------------
Please sign exactly as your name appears
hereon. When shares are registered in
two names, both stockholders should
sign. When signing as attorney,
executor, administrator, guardian or
trustee, please give full title as such.
If stockholder is a corporation, please
sign in full corporate name by President
or other authorized officer. If
stockholder is a partnership or other
entity, please sign in entity name by
authorized person. (Please note any
change of address on this proxy.)
ABERCROMBIE & FITCH CO.
YOUR VOTE IS IMPORTANT!
CASTING YOUR VOTE IN ONE OF THE THREE WAYS DESCRIBED ON THIS
INSTRUCTION CARD VOTES ALL SHARES OF CLASS A COMMON STOCK
OF ABERCROMBIE & FITCH CO. THAT YOU ARE ENTITLED TO VOTE.
PROXY MUST BE SIGNED AND DATED BELOW.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
-------------------------------------------------------------------------------
ABERCROMBIE & FITCH CO. PROXY VOTING INSTRUCTION CARD
-------------------------------------------------------------------------------
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY. IF ANY OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR IF A NOMINEE
FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR
FOR GOOD CAUSE WILL NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THE PROXY ON SUCH
MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
1. Election of Directors
Nominees: (01) Michael S. Jeffries (02) John W. Kessler
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all
nominees listed
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write the individual's name on the line below:
----------------------------------------------------------------------------
2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon such other matters (none known at the time of
solicitation of this proxy) as may properly come before the Annual Meeting or
any adjournment.
PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
ABERCROMBIE & FITCH
000000 0000000000 0 0000
000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4 Holder Account Number
ADD 5
ADD 6 C 1234567890 JNT
[ ] Mark this box with an X if you
have made changes to your name or
address details above.
-------------------------------------------------------------------------------
ANNUAL MEETING PROXY VOTING INSTRUCTION CARD
-------------------------------------------------------------------------------
A ELECTION OF DIRECTORS PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND
TELEPHONE VOTING INSTRUCTIONS.
1. The Board of Directors recommends a vote FOR the election of two directors to
serve for terms of three years each.
FOR WITHHOLD
01 - Michael S. Jeffries [ ] [ ]
02 - John W. Kessler
2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon such other matters (none known at the time of
solicitation of this proxy) as may properly come before the Annual Meeting or
any adjournment.
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign exactly as your name appears hereon. When shares are registered in
two names, both stockholders should sign. When signing as attorney, executor,
administrator, guardian or trustee, please give full title as such. If
stockholder is a corporation, please sign in full corporate name by President or
other authorized officer. If stockholder is a partnership or other entity,
please sign in entity name by authorized person. (Please note any change of
address on this proxy.)
Signature 1 - Please keep signature within the box
---------------------------------------------------
Signature 2 - Please keep signature within the box
---------------------------------------------------
Date (mm/dd/yyyy)
/ /
---------------------------------------------------
1 U P X H H H P P P P 001986
-------------------------------------------------------------------------------
PROXY VOTING INSTRUCTION CARD - ABERCROMBIE & FITCH CO.
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 2003.
The undersigned holder(s) of shares of Class A Common Stock of Abercrombie &
Fitch Co. (the "Company") hereby constitutes and appoints Michael S. Jeffries
and Seth R. Johnson, or either of them, the proxy or proxies of the undersigned,
with full power of substitution, to attend the Annual Meeting of Stockholders of
the Company to be held on Thursday, May 22, 2003, at the Company's executive
offices located at 6301 Fitch Path, New Albany, Ohio 43054, at 10:00 a.m.,
Eastern Daylight Time, and any adjournment and to vote all of the shares which
the undersigned is entitled to vote at such Annual Meeting or at any
adjournment.
All proxies previously given or executed by the undersigned are hereby revoked.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement for the May 22, 2003 meeting and
Annual Report to Stockholders for the fiscal year ended February 1, 2003.
PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
INTERNET AND TELEPHONE VOTING INSTRUCTIONS
VOTE 24 HOURS A DAY, 7 DAYS A WEEK! YOUR VOTE IS IMPORTANT!
CASTING YOUR VOTE IN ONE OF THE THREE WAYS DESCRIBED ON THIS INSTRUCTION CARD
VOTES ALL SHARES OF CLASS A COMMON STOCK OF ABERCROMBIE & FITCH CO. THAT YOU ARE
ENTITLED TO VOTE.
You can transmit your voting instructions electronically by phone or via the
Internet prior to 11:59 p.m., Eastern Daylight Time (local time in Columbus,
Ohio), on May 19, 2003.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT SEND YOUR PROXY BY MAIL.
TO VOTE USING THE TELEPHONE
(WITHIN U.S. AND CANADA)
o Call toll free 1-877-695-0733 in the United States or Canada any time on a
touch tone telephone. There is NO CHARGE to you for the call.
o Enter the HOLDER ACCOUNT NUMBER (EXCLUDING THE LETTER "C") and PROXY ACCESS
NUMBER located below.
o Follow the simple recorded instructions.
Option 1: To vote as the Board of Directors recommends on ALL proposals:
Press 1.
When asked, please confirm your vote by pressing 1.
Option 2: If you choose to vote on EACH proposal separately,
press 0 and follow the simple recorded instructions.
HOLDER ACCOUNT NUMBER C0123456789
THANK YOU FOR VOTING
TO VOTE USING THE INTERNET
o Go to the following web site:
WWW.COMPUTERSHARE.COM/US/PROXY
o Enter the information requested on your computer screen and follow the
simple instructions.
TO VOTE BY MAIL
o Mark, sign and date the proxy card.
o Return the proxy card in the postage-paid envelope provided.
PROXY ACCESS NUMBER 12345